Corporate Services

Entity Services Group, LLC (a CSC affiliate) Offers
Multistate Tax Planning Opportunities Utilizing
Delaware and Nevada Passive Investment Companies

Click here to visit the Entity Services Group, LLC website.

What Are Delaware And Nevada Passive Investment Companies?
Delaware and Nevada Passive Investment Companies are special purpose companies that, if properly structured and operated, can help achieve a variety of corporate objectives including but not limited to minimization of state and local income taxes and franchise or capital stock taxes. They can also be used to improve oversight and protection of intellectual property; gain the benefit of Delaware's large and stable body of corporate law; improve procedures for allocating the cost of capital to members of the corporate group; and bolster compliance with corporate investment policies.

Who Uses Them?
These structures are used by all kinds of companies. It is estimated that more than 7,000 such companies have been formed in Delaware alone. Our clients include Fortune 500 companies, closely held companies (both small and very large), and even affluent families who wish to situs trusts and other intergenerational transfer vehicles in Delaware or Nevada.

What Are the Benefits?
As the owner of valuable assets (intellectual property, investments, loan portfolios, etc.), you have the right and, some would say, the obligation to look at where these assets should be held in order to achieve a variety of corporate objectives. Many states offer free land, negotiated apportionment factors, employment training assistance, and a wide variety of other incentives to entice companies to locate various assets in their state. Delaware and Nevada have taken a similar approach to economic development by offering reduced or eliminated taxes on the income generated by certain assets. You have every right to take advantage of these incentives. That being said, it is clear that many states are unhappy about their perceived loss of revenue as a result of PICs (Passive Investment Companies). Accordingly, users of PICs should be prepared for a variety of attacks from different states, many using obscure and untested theories of nexus and "doing business." Despite these challenges, our clients continue to accumulate benefits, year after year.

Potential users should realize that using these structures is not without risk or cost. For users who are committed to doing things right; who are willing to listen to their tax advisors; who can accept that there are costs and inconveniences which are essential to the proper operation of a PIC, there is every reason to expect the benefits of PICs will continue well into the future.

I'm Interested - What's My Next Step?
Talk to your tax and legal advisors about the possible use of PICs in your corporate structure. The decision to use a PIC should, in many cases, be made in conjunction with an overall review of how your assets and operations are taxed in various jurisdictions.

Then call Entity Services Group, LLC. We will work closely with your tax and legal advisors to address your questions about structuring and operating your PIC. Read further to find out how Entity Services Group, LLC can assist you with the implementation of your tax planning.

Entity Services Group, LLC
P.O. Box 25330
Wilmington, DE 19899
Phone: 302.654.7584
Fax: 302.652.8667
E-mail: esg@entityservices.com

Click here to visit the Entity Services Group, LLC website.

Who Is Entity Services Group, LLC?
Entity Services (Delaware), Inc. was formed in 1988 by two successful CPAs. They predicted that many states would become more aggressive in their examinations of Passive Investment Companies (PICs) and that corporations would need access to more sophisticated assistance in establishing and operating PICs. Starting with one client and a good idea, they went head-to-head with several large banks and other established competitors in the field. Largely as a result of meticulous attention to details and a commitment to exceeding clients' expectations, Entity Services has become the largest and most respected non-bank, full service firm in the field. We serve clients ranging from multi-nationals to development stage companies with the foresight to establish a PIC.

In 1997, the company expanded into Nevada in order to offer the same services to clients who prefer that location for their PIC operations.

In 1998, Entity Services and CSC The United States Corporation Company combined to form Entity Services Group, LLC. The same leadership that founded Entity Services continues to direct our operations, but we are now able to offer our clients the depth and resources of CSC. With offices in most states, we can offer service options that were simply not available before, including substance services in unitary tax states.

The Entity Services story is just beginning. Thanks to a loyal group of skilled and dedicated associates and the enthusiastic support of CSC, we continue to expand our capabilities for the benefit of our clients. For instance, we now provide Independent Director and Resident Trustee services. We will strive to provide new and improved services and to offer our clients the best possible factual pattern consistent with their goals and budgets.

Why Choose Entity Services Group?
Our focus is (and always has been) on our clients' needs which include:

Insuring that a well designed internal control/reporting structure is established for the PIC.
Establishing an operating budget for the PIC that is accurate and reliable.
Doing everything possible (within budgetary and other constraints) to insure that other taxing jurisdictions will respect the structures that have been put in place.
Minimizing the disruption to other corporate systems including accounting, treasury and cash management, tax compliance, etc.
Insuring confidentiality of your sensitive tax and accounting records.
Having regular access to creative thinking and broad experience to resolve many of the seemingly contradictory requirements of operating a successful PIC, including internal control vs. local management, optimal cash management vs. minimizing inter-corporate transactions, etc.

How Does Entity Services Group Meet Your Needs:

During implementation, a team of tax professionals with broad PIC operating experience will help to develop internal control procedures that remove the risk of financial loss while maintaining the local management needed to make the PIC viable. These same professionals are available whenever needed to deal with changes in your operations or the environment in which you operate.
A highly skilled team of three associates, including an experienced CPA, a junior accountant and a professional administrator will work together to meet your every need. Each team is assigned a finite number of clients, so each member will know you, your staff and the particular operating needs of your company. Over time, they will earn your trust and respect by providing timely, accurate and reliable services, giving you confidence to assign more responsibilities to PIC personnel, which further strengthens your fact pattern.
A staff that undergoes regular technical training to insure that those on the "front line" are briefed on developments in state and local taxation that could affect you.
A belief in conforming our systems to yours - not vice versa. For example, we will provide financial reports in the format you require, including integration with your chart of accounts to enable easy consolidation of financial information. We adopt your accounting period closing schedule.
An ongoing quality control program that includes cross-review of financial reports prior to submission to you.
Systems to track important due dates and recurring procedures will be set up and continually refined. These include detailed work programs, an extensive tickler system, accurate document inventories and a special procedure to make sure that all wire transfers are completed in a timely manner. You will soon begin to rely on us to remind you of important items that are coming up. Your role will be what it should be - oversight and monitoring of PIC operations.
A system for Board meeting preparation that will get your people in and out of Delaware (or Nevada) quickly while still accomplishing all meeting objectives.
A mature, seasoned staff that understands your need for the utmost in confidentiality.

For these and other reasons, we have achieved what we consider to be an extraordinary client retention rate since our inception. We invite you to experience the level of professionalism and dedication that has inspired the loyalty from our clients and their advisors.

For detailed information, call Entity Services Group, LLC at 302.654.7584 or e-mail us at esg@entityservices.com.

Click here to visit the Entity Services Group, LLC website.

Entity Services Group, LLC
P.O. Box 25330
Wilmington, DE 19899
Phone: 302.654.7584
Fax: 302.652.8667
E-mail: esg@entityservices.com